Componenta Corporation Stock Exchange Release 25.1.2011 at 8.55
Notice is given to the shareholders of Componenta Corporation to the Annual General Meeting, which will be held at 9:00 am on Monday, 28 February 2011, at the company’s headquarters in Käpylä, in the auditorium of the Sato building, at the address Panuntie 4, 00610 Helsinki.
A. MATTERS TO BE CONSIDERED AT THE GENERAL MEETING
The following matters will be considered at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2010
Review by the President and CEO
7. Adoption of the annual accounts
8. Use of the profit shown on the balance sheet and resolution on the dividend distribution
The Board of Directors proposes that, in accordance with the valid dividend policy of the group, no dividend is paid for the year 2010.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation for travel expenses
Shareholders representing more than 10 percent of the shares and votes in the company have communicated that they will propose to the General Meeting that the remuneration of the members of the Board of Directors and the grounds for compensation for travel expenses during the financial period from 1 January to 31 December 2011 remain unchanged. During the financial period from 1 January to 31 December 2010 the remuneration paid to the Chairman of the Board was 50,000 euro, the remuneration paid to other members of the Board of Directors was 25,000 euro and the travel expenses were compensated in accordance with the company’s travel rules.
11. Resolution on the number of members of the Board of Directors
Shareholders representing more than 10 percent of the shares and votes in the company have communicated that they will propose to the General Meeting that the number of members of the Board of Directors remain unchanged.
12. Election of the members of the Board of Directors
Shareholders representing more than 10 percent of the shares and votes in the company have communicated that they will propose to the General Meeting that the current members of the Board of Directors, Heikki Bergholm, Pii Kotilainen, Heikki Lehtonen, Marjo Miettinen, Juhani Mäkinen and Matti Tikkakoski are re-elected for the following term of office.
13. Election of the auditor
The Board of Directors proposes that the Authorised Public Accounting firm PricewaterhouseCoopers Oy is elected auditor for the following term of office.
14. Authorisation of the Board of Directors to resolve on the repurchase of the company’s own shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on the repurchase of a maximum of 1,700,000 own shares, in one or several instalments, using the unrestricted shareholders’ equity of the company. The shares shall be repurchased otherwise than in proportion to the holdings of the shareholders through public trading organised by NASDAQ OMX Helsinki Ltd at market price prevailing at the moment of repurchase. The authorisation is proposed to be in force for a period of 18 months from the resolution by the General Meeting. The Board of Directors proposes that the authorisation cancels the authorisation to resolve on the repurchase of own shares given to the Board of Directors by the Annual General Meeting on 10 March 2010.
15. Donation for philanthropic purposes
The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve, during year 2011, on the donation of a maximum of 300,000 euro altogether to Aalto University and to Tampere University of Technology on terms and conditions as decided by the Board of Directors.
16. Closing of the meeting
B. DOCUMENTS
The above mentioned proposals for the decisions on the matters on the agenda of the General Meeting, this notice and the annual report of Componenta Corporation, including the annual accounts, the report of the Board of Directors and the auditors’ report, are available on the company’s website at www.componenta.com no later than on 7 February 2011. The proposals for decisions and the annual accounts will also be available at the General Meeting. Copies of the proposals and of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website at the latest as of 14 March 2011.
C. INSTRUCTIONS TO PARTICIPANTS
1. Right to participate and registration of the shareholders registered in the shareholders’ register
A shareholder, who on the record date of the General Meeting, 16 February 2011, is registered as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Ltd, is entitled to attend the General Meeting. A shareholder whose shares have been entered into his/her personal book-entry account is registered in the company’s shareholders’ register. Changes in shareholdings occurring after the record date of the General Meeting shall not affect the right to attend the General Meeting or the number of votes of the shareholder.
A shareholder, who is registered in the shareholders’ register, wishing to participate in the General Meeting is required to register his/her participation no later than 22 February 2011 at 4:00 pm by letter to the address Componenta Corporation, Panuntie 4, 00610 Helsinki, by telephone +358 10 403 2744, by telefax +358 10 403 2721 or by email ir.componenta@componenta.com. The registration letter or message must have arrived prior to the expiration of the registration period.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting venue.
2. Right to participate and registration of the holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the record date of the General Meeting, i.e. on 16 February 2011, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The participation in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily entered in the shareholders’ register held by Euroclear Finland Ltd at the latest by 23 February 2011 at 10:00 am. A holder of nominee registered shares shall be deemed to have registered for the General Meeting if the shareholder has been notified for temporary entry in the shareholders’ register as described above.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organisation of the custodian bank shall notify a holder of nominee registered shares, who wants to participate in the Annual General Meeting, for temporary registration in the shareholders’ register of the company at the latest by the time stated above.
3. Proxy representative and power of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A shareholder may have several proxy representatives, who represent the shareholder with shares booked on different book-entry accounts. In such case the shares represented by each proxy representative shall be notified in connection with the registration for the meeting. The representative of a shareholder shall produce a dated proxy document or otherwise provide reliable evidence of the right to represent the shareholder. Any proxy documents are requested to be sent in original to Componenta Corporation, Panuntie 4, 00610 Helsinki before the expiration of the registration period.
4. Other information
A shareholder who is present at the General Meeting has the right to request information on the matters considered at the meeting pursuant to chapter 5, section 25 of the Companies Act.
On the date of the notice of the General Meeting, 25 January 2011, the total number of shares in the company is 17,457,798 and the total number of votes is 17,457,798.
Helsinki, 25 January 2011
COMPONENTA CORPORATION
The Board of Directors
Heikki Lehtonen
President and CEO
Further information:
Heikki Lehtonen
President and CEO
tel. +358 10 403 00
Mika Hassinen
CFO
tel. +358 10 403 00
Componenta is a metal sector company with international operations and production plants located in Finland, Turkey, the Netherlands and Sweden. The net sales of Componenta were EUR 452 million in 2010. The Group employs approx. 4,400 people. Componenta's shares are quoted on the NASDAQ OMX Helsinki. Componenta specializes in supplying cast and machined components and total solutions made of them to its global customers who are manufacturers of vehicles, machines and equipment.
Componenta Corporation
Panuntie 4
FI-00610 Helsinki, Finland
Tel. +358 10 403 00
Fax +358 10 403 2721
www.componenta.com
